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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
SkillSoft Corporation
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(Exact name of registrant as specified in its charter)
Delaware 02-0496115
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(State of incorporation (IRS Employer
or organization) Identification No.)
20 Industrial Park Drive, Nashua, NH 03062
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-86815
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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_________________________________________ ___________________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
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(Title of Class)
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Item 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description under the heading "Description of Capital Stock" relating
to the Registrant's Common Stock, $.0001 par value per share, in the Prospectus
included in the Registrant's Registration Statement on Form S-I filed with the
Securities and Exchange Commission (the "Registration Statement on Form S-1")
(File No. 333-86815) is incorporated herein by reference.
Item 2: EXHIBITS.
The following exhibits are filed herewith (or incorporated by reference as
indicated below):
1. Amended and Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1.
2. Form of Certificate of Amendment to Certificate of Incorporation of
the Registrant, incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1.
3. Form of Certificate of Amendment to Certificate of Incorporation of
the Registrant incorporated by reference to Exhibit 3.3 to the
Company's Registration Statement on Form S-1.
4. Form of Amended and Restated Certificate of incorporation of the
Registrant, incorporated by reference to Exhibit 3.4 to the Company's
Registration Statement on Form S-1.
5. Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.5 to the Company's Registration Statement on
Form S-1.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
SkillSoft Corporation
By: /s/ Thomas J. McDonald
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Thomas J. McDonald
Chief Financial Officer,
Vice President, Operations,
Treasurer and Secretary
January 10, 2000
